The offer may be either express or implied. An offer is express where the proposal is set out in express words either oral or written. In the more important contracts the offer is almost invariably of this character, but in a vast number of the less important contracts the offer is an implied one. Any person, who mingles actively with the world, accepts many such implied contracts daily. When he starts from his home for his store or office he accepts the implied offer of the street car company to furnish him with transportation on the payment of five cents; he picks up a newspaper from a corner stand, lays down two cents and accepts another implied offer. An implied offer may be proved by circumstances which would show that an offer was intended.1

An implied offer, if properly accepted, is as binding upon the party making it as an express one.

The general rule is that an offer once made remains open for acceptance for a reasonable time, or until notice is given of its withdrawal. This principle of the continuance of the offer was perhaps not fully appreciated or set forth in the earlier cases. In the case of Cooke vs. Oxley,2 which was an action upon the case; the counts in the declaration stated that on, etc., a certain discourse was had, etc., concerning the buying of 266 hogsheads of tobacco; and on that discourse the defendant proposed to the plaintiff that the former should sell and deliver to the latter the said 266 hogsheads (at a certain price); whereupon the plaintiff desired the defendant to give him (the plaintiff) time to agree to, or dissent from, the proposal till the hour of four in the afternoon of that day, to which the defendant agreed; and thereupon the defendant proposed to the plaintiff to sell and deliver the same upon the terms aforesaid, if the plaintiff would agree to purchase them upon the terms aforesaid, and would give notice thereof to the defendant before the hour of four in the afternoon of that day; the plaintiff averred that he did agree to purchase the same upon the terms aforesaid, and did give notice thereof to the defendant before the hour of four in the afternoon of that day; he also averred that he requested the defendant to deliver to him the said hogsheads, and offered to pay to the defendant the said price for the same and that the defendant did refuse to do so. The Court in this case held that: "It is impossible to support this declaration in any point of view. In order to sustain a promise, there must be either a damage to the plaintiff, or an advantage to the defendant; but here was neither when the contract was first made. Then, as to the subsequent time, the promise can only be supported on the ground of a new contract made at four o'clock; but there is no pretence for that. It has been argued that this must be taken to be a complete sale from the time when the condition was complied with; but it was not complied with, for it is not stated that the defendant did agree at four o'clock to the terms of the sale; or even that the goods were kept till that time", In Adams, etal. vs. Lindsell,3 et al., the Court holds that an offer, if made by mail must be considered as remaining open for acceptance for a reasonable time, saying, "that if this were not so, no contract could ever be completed by the post. For if the defendants were not bound by their offer when accepted by the plaintiffs till the answer was received, then the plaintiffs ought not to be bound till after they had received the notification that the defendants had received their answer and assented to it. And so it might go on ad infinitum. The defendants must be considered in law as making, during every instant of the time their letter was traveling, the same identical offer to the plaintiffs; and then the contract is completed by the acceptance of it by the latter."

1 Heffron vs. Brown, 155 I11., 327, 40 N. E., 383.

2 Term Reports, 653.

3 1 Barnwell and Alderson, 681.

The case of Dickinson vs. Dodds4 arose out of the following offer to sell given by the defendant:

"I agree to sell to Mr. George Dickinson the whole of the dwelling-houses, garden ground, stabling, and outbuildings thereto belonging, situate at Croft, belonging to me, for the sum of £800. As witness my hand this tenth day of June, 1874. "£800. (Signed) John Dodds.

"P. S. - This offer to be left over until Friday, 9 o'clock, a. m. J. D. (the twelfth), 12th June, 1874.

"(Signed) J. Dodds."

Interpreting this offer the Court said:

"The document, though beginning 'I hereby agree to sell,' was nothing but an offer, and was only intended to be an offer, for the plaintiff himself tells us that he required time to consider whether he would enter into an agreement or not. Unless both parties had then agreed, there was no concluded agreement then made; it was in effect and substance only an offer to sell. The plaintiff, being minded not to complete the bargain at that time, added this memorandum: This offer to be left over until Friday, 9 o'clock, a. m., 12th June, 1874.' That shows that it was only an offer. There was no consideration given for the undertaking or promise, to whatever extent it may be considered binding, to keep the property unsold until 9 o'clock on Friday morning; but apparently Dickinson was of opinion, and probably Dodds was of the same opinion, that he (Dodds) was bound by that promise, and could not in any way withdraw from it, or retract it, until 9 o'clock on Friday morning, and this probably explains a good deal of what afterwards took place. But it is clearly settled, on one of the clearest principles of law, that this promise, being a mere nudum pactum, was not binding, and that at any moment before a complete acceptance by Dickinson of the offer, Dodds was as free as Dickinson himself. Well, that being the state of things, it is said that the only mode in which Dodds could assert that freedom was by actually and distinctly saying to Dickinson, 'Now, I withdraw my offer.' It appears to me that there is neither principle nor authority for the proposition that there must be an express and actual withdrawal of the offer, or what is called a retraction. It must, to constitute a contract, appear that the two minds were at one at the same moment of time; that is, that there was an offer continuing up to the time of the acceptance. If there was not such a continuing offer, then the acceptance comes to nothing. Of course it may well be that the one man is bound in some way or other to let the other man know that his mind with regard to the offer has been changed; but in this case, beyond all question, the plaintiff knew that Dodds was no longer minded to sell the property to him as plainly and clearly as if Dodds had told him in so many words, 'I withdraw the offer.' This is evident from the plaintiff's own statements in the bill."

4 2 Chancery Division, 463.

The modern American rule is found in the following extract from the decision of the Court in Mactier's Administrators vs. Frith:5

"An offer, when once made, continues, as I have heretofore shown, to the satisfaction of my own mind at least, until it is expressly revoked, or until circumstances authorize a presumption that it is revoked. The offer itself may show very clearly when the presumption or revocation attaches. When it is made to be replied to by return mail, the party to whom it is addressed must at once perceive that it is not to stand for an acceptance to be transmitted after the mail. If an offer stands until it is expressly withdrawn, or is presumed to be withdrawn, whether it is held out to a party at a particular period or not is a matter of fact."